Website Linking Agreement
This Website Linking Agreement (this "Agreement") is entered into as of [Date] ("Effective Date") by and between [__________](“Company”), a [_______] corporation, having its principal place of business at [_________] and [___________________] ("Licensee"), having its principal place of business at [_________]. Company and Licensee may each be referred to as a “Party” or collectively as the “Parties.”
WHEREAS, Company developsand maintains electronic commerce, advertising and promotional services on the Internet at the website located at URL: [____] or any replacement or successor page ("Company Site"); and
WHEREAS, Licensee desires to establish and maintain at least one (1) hyperlink, hypertext, text, button, banner, logo, ticker, pointer, graphical link, or contextual link which permits a user to go from License’s website located at URL: [Licensee’s website address] or any replacement or successor page (“Licensee Site”), to Company Site (the “Link”); and
WHEREAS, Company desires to allow Licensee to establish the Link and allow visitors to Licensee’s Site to navigate directly to Company’s Site upon the terms and subject to the conditions of this Agreement.
NOW, THEREFORE, in consideration of the obligations set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
- The Link
Subject to the terms and conditions of this Agreement, Company will supply Licensee with the Link for inclusion on Licensee Site and will update the Link from time to time. Company agrees to maintain the Company Site and to create the Link at Company’s sole expense. Licensee agrees to maintain the Licensee Site at Licensee’s sole expense. Company will place the Link on the Company Site based on mutually agreed upon specifications, including without limitation, the subject matter, size location and placement of the Link. Licensee agrees to notify Company in the event that the Licensee Site is unavailable for a period of [_____] consecutive [_____]. In addition, Licensee agrees that it will continuously operate nationally recognized virus scanning software to ensure that the Licensee Site does not contain any virus or other contaminant, malicious code, command or instruction that may be used to access, alter, delete, damage, or disable the Company Site. The Parties agree that this Agreement does not restrict the collection, use, or disclosure of information concerning users gathered by either Party. Each Party is responsible for determining whether any such collection, use, or disclosure it performs is in compliance with applicable law.
- Company Marks
(a) License to Use Company Marks. Subject to the terms and conditions of this Agreement, Company hereby grants to Licensee a revocable, [non-exclusive], non-assignable, non-transferrable, and royalty-free limited license to use and publicly display the trademarks, trade names, logos, graphics, and service marks authorized by Company including, but not limited to, [____________] (“Company Marks”) solely for purposes contemplated in this Agreement. Licensee will use the Company Marks only in strict compliance with Company’s standards, specifications, and instructions. [The Parties acknowledge that: (i) each Party's Marks are and shall remain the sole property of that Party; (ii) nothing in this Agreement shall convey to either Party any right of ownership in the other Party's Marks; (iii) neither Party shall now or in the future contest the validity of the other Party's Marks; and (iv) neither Party shall in any manner take any action that would impair the value of, or goodwill associated with, such Marks. The Parties acknowledge and agree that all use of the other Party's Marks by a Party shall inure to the benefit of the Party whose Marks are being used.]
(b) License Requirements. The license granted herein is subject to the restrictions and obligations of Licensee set forth in this Agreement and Licensee covenants that it will: [(i) Only use and display Company Marks in the form instructed by Company; (ii) not use and display Company Marks in such a manner that an association or affiliation between Company and Licensee may be inferred or implies sponsorship or endorsement by Company; (iii) not modify, enhance, or change the Company Marks or combine them with any other mark, except as specified or instructed by Company, or use, adopt or register any marks confusingly similar to the Company Marks; (iv) not use any of the Company Marks in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Company; (v) not use the Company Marks in any unauthorized manner that is likely to reduce, diminish or damage the goodwill, value or reputation associated with the Company or the Company Marks and (vi) [______].]
- Intellectual Property
[Except as expressly licensed under this Agreement, each Party will retain all right, title, and interest in and to its own website, respective trademarks, copyrights, patents, logos, and other intellectual property rights.] [______.]
4. Representations and Warranties
(a) Company's Warranty. Company represents and warrants that on the Effective Date and during the term of the Agreement the: (i) content developed by Company, or on its behalf, on the Company Site does not and will not infringe any copyright, trademarks, or trade secrets of any third party and does not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party; and (ii) to the best of its knowledge and belief, the Company Site does not violate the laws, statutes or regulations of any jurisdiction.
(b) Licensee's Warranty. Licensee represents and warrants that on the Effective Date and during the term of the Agreement the: (i) Content developed by Licensee, or on its behalf, on the Licensee Site does not and will not infringe any copyright, trademarks, or trade secrets of any third party and does not and will not constitute a defamation or invasion of the rights of privacy or publicity of any kind of any third party; (ii) Licensee Site does not violate the laws, statutes or regulations of any jurisdiction; (iii) Licensee Site does not include any material, and does not contain links to sites displaying any material, which is harmful, pornographic, abusive, hateful, obscene, threatening, defamatory, or which encourages illegal activity, or promotes software or services that deliver unsolicited email; and (iv) Licensee's use of Company Marks does not violate the rights of any third party, including without limitation, copyright, trademark, trade secret, privacy, publicity or other right.
5. Indemnification
Licensee agrees to defend, indemnity and hold harmless Company, its officers, directors, employees, and agents from and against all claims, demands, causes of action, proceedings, and judgments (including reasonable attorney’s fees, court costs, and administrative fines or penalties) ("Liabilities") brought by any third party, or state or federal regulatory agency, arising out of any breach or alleged breach of any of Licensee's representations and warranties contained herein or in connection with any claimed or actual infringement of any intellectual property or proprietary right of Licensee Site.
6. Limitations
(a) Warranty Disclaimer. Each Party specifically disclaims all warranties regarding the other Party's website, information and services provided thereunder, express or implied, including without limitation, the warranties of merchantability or fitness for a particular purpose. In particular, and not by way of limitation, neither Party warrants that its respective website will operate error-free or without interruption. Company makes no warranties, express or implied, including without limitation any implied warranties of merchantability, fitness for infringement with respect to the Company Site.
(b) Limitation of Liability. [IN NO EVENT WILL COMPANY BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OR OTHER LOSS ARISING OUT OF OR RESULTING FROM THIS AGREEMENT OR TO THE LINKING TO THE COMPANY SITE, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF EITHER PARTY OR REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT OR ANY OTHER THEORY OF LIABILITY.]
7. Term and Termination
(a) Term. Unless terminated earlier as specified in this Agreement, the initial term will begin on the Effective Date and will continue for a period of [______] (“Term”) from the launch date of the Links on Licensee Site. [This Agreement will automatically renew for additional [______] periods, unless otherwise terminated by either Party upon written notice given to the other Party at least thirty (30) days prior to the expiration of the current term or unless previously terminated pursuant to this Agreement.]
(b) Termination. Either Party may terminate this Agreement at any time without cause by giving the other Party thirty (30) days advance written notice of termination. Either Party may terminate this Agreement upon written notice to the other Party if such other Party is in material breach of this Agreement and fails to cure such breach within ten (10) days after written notice is provided to the breaching Party. The Parties may also terminate this Agreement upon mutual written consent at any time.
(c) Effect of Termination. The representations, warranties, covenants, title, proprietary rights, and indemnification provisions set forth herein will survive the termination of this Agreement and continue in full force and effect. Further, upon termination of this Agreement, Licensee shall immediately cease all use of Company Marks and discontinue any other graphical, textual, or other form of linking to Company Site.
8. General Provisions
(a) Assignment. Licensee may not sell, assign, transfer or otherwise convey any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Company; [except that Licensee's rights hereunder may be transferred to a successor of all or substantially all of Licensee's business and assets (no matter how the transaction or series of related transactions is structured)]. Company may assign, delegate or transfer all or any part of its rights or obligations pursuant to this Agreement without the need for approval or consent from Licensee.
(b) Entire Agreement. This Agreement constitutes the entire understanding and agreement between the Parties and supersedes all previous agreements (whether written or oral) concerning the Link. This Agreement may not be amended or supplemented except by a written document executed by the Parties to this Agreement.
(c) Notices. All notices, requests, demands, and other communications to be given hereunder by either Party to the other may be effected either by personal delivery in writing or by U.S. mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the Parties at the addresses appearing in the signature section of this Agreement, but each Party may change such address by written notice in accordance with this paragraph. Notices delivered personally will be deemed communicated as of actual receipt. Mailed notices will be deemed communicated as of two days after mailing.
(d) Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the state of [____], without regard to conflicts of law principals. The parties hereby agree that all claims, lawsuits, or causes of action in connection with this Agreement must be brought in the state or federal courts of [County] County, [State].
(e) Severability. If any provision of this Agreement is declared or found to be prohibited, unenforceable, or void, the Parties will negotiate in good faith to agree upon a substitute provision that is valid, binding, and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the Parties are unable to agree upon such substitute provision, the original provision will be stricken. If the remainder of this Agreement is capable of substantial performance, then the invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect to the extent permitted by law.
(g) Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement will not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance.
(g) Independent Parties. Nothing in this Agreement shall be deemed to constitute, create, give effect to, or otherwise recognize a partnership, joint venture or formal business entity of any kind or create a fiduciary or similar relationship between the Parties not in existence prior to the Effective Date of this Agreement. The rights and obligations of the Parties shall be limited to those expressly set forth herein and neither Party will have any right, power, or authority to incur any liability or obligation on behalf of or to otherwise bind the other Party.
(h) Website Responsibility. Subject to the termsand conditions of this Agreement, each Party will be responsible, at its own expense, for the hosting and management of the content of its own website. Each Party will review, delete, edit, create, update, and otherwise manage all content and services available on or through its own website, subject only to the restrictions set forth in this Agreement.
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[Signature page follows]
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.
LICENSEE
Name: _____________________________
Street: _____________________________
City, State, ZIP: ______________________
Signature: __________________________
Printed Name: _______________________
Title: ______________________________
Date: ______________________________
COMPANY
